Margaret M. Madden - SEC · 2018. 1. 16. · Margaret M. Madden Pfizer Inc. –Legal Division Senior Vice President and Corporate Secretary 235 East 42nd Street, NewYork, NY 10017

*** FISMA & OMB Memorandum M-07-16

January 16, 2018

Margaret M. Madden Pfizer Inc. [email protected]

Re: Pfizer Inc. Incoming letter dated December 21, 2017

Dear Ms. Madden:

This letter is in response to your correspondence dated December 21, 2017 concerning the shareholder proposal (the “Proposal”) submitted to Pfizer Inc. (the “Company”) by Kenneth Steiner (the “Proponent”) for inclusion in the Company’s proxy materials for its upcoming annual meeting of security holders. We also have received correspondence on the Proponent’s behalf dated December 26, 2017. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address.

Sincerely,

Matt S. McNair Senior Special Counsel

Enclosure

cc: John Chevedden ***

http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtmlmailto:[email protected]

January 16, 2018

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Pfizer Inc. Incoming letter dated December 21, 2017

The Proposal asks the board to take the steps necessary (unilaterally if possible) to amend the bylaws and each appropriate governing document to give holders in the aggregate of 10% of the Company’s outstanding common stock the power to call a special shareowner meeting.

There appears to be some basis for your view that the Company may exclude the Proposal under rule 14a-8(i)(10). Based on the information you have presented, it appears that the Company’s policies, practices and procedures compare favorably with the guidelines of the Proposal and that the Company has, therefore, substantially implemented the Proposal. Accordingly, we will not recommend enforcement action to the Commission if the Company omits the Proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

Kasey L. Robinson Attorney-Adviser

DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division’s staff considers the information furnished to it by the company in support of its intention to exclude the proposal from the company’s proxy materials, as well as any information furnished by the proponent or the proponent’s representative.

Although Rule 14a-8(k) does not require any communications from shareholders to the Commission’s staff, the staff will always consider information concerning alleged violations of the statutes and rules administered by the Commission, including arguments as to whether or not activities proposed to be taken would violate the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff’s informal procedures and proxy review into a formal or adversarial procedure.

It is important to note that the staff’s no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no-action letters do not and cannot adjudicate the merits of a company’s position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly, a discretionary determination not to recommend or take Commission enforcement action does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the company’s management omit the proposal from the company’s proxy materials.

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Margaret M. Madden Pfizer Inc. – Legal Division Senior Vice President and Corporate Secretary 235 East 42nd Street, New York, NY 10017 Chief Governance Counsel Tel 212 733 3451 Fax 646 563 9681

[email protected]

BY EMAIL ([email protected])

December 21, 2017

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549

RE: Pfizer Inc. – 2018 Annual Meeting Omission of Shareholder Proposal of Kenneth Steiner

Ladies and Gentlemen:

We are writing pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934, as amended, to request that the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concur with our view that, for the reasons stated below, Pfizer Inc., a Delaware corporation (“Pfizer”), may exclude the shareholder proposal and supporting statement (the “Proposal”) submitted by Kenneth Steiner (“Mr. Steiner”), with John Chevedden (“Mr. Chevedden”) and/or his designee authorized to act on Mr. Steiner’s behalf (Mr. Steiner and Mr. Chevedden are referred to collectively as the “Proponent”), from the proxy materials to be distributed by Pfizer in connection with its 2018 annual meeting of shareholders (the “2018 proxy materials”).

In accordance with Section C of Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”), we are emailing this letter and its attachments to the Staff at [email protected]. In accordance with Rule 14a-8(j), we are simultaneously sending a copy of this letter and its attachments to the Proponent as notice of Pfizer’s intent to omit the Proposal from the 2018 proxy materials.

Rule 14a-8(k) and Section E of SLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that the shareholder proponents elect to submit to the Commission or the Staff. Accordingly, we are taking this opportunity to remind the Proponent that if the Proponent submits correspondence to the Commission or the Staff with respect to the Proposal, a copy of that correspondence should concurrently be furnished to the undersigned.

mailto:[email protected]:[email protected]:[email protected]

Office of Chief Counsel December 21, 2017 Page 2

I. The Proposal

The text of the request contained in the Proposal is set forth below:

Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting.

II. Basis for Exclusion

We hereby respectfully request that the Staff concur with Pfizer’s view that the Proposal may be excluded from the 2018 proxy materials pursuant to Rule 14a-8(i)(10) because Pfizer has substantially implemented the Proposal.

III. Background

On October 19, 2017, Pfizer received an email from Mr. Chevedden containing a letter from Mr. Steiner, dated October 6, 2017, that authorized Mr. Chevedden and/or his designee to act on Mr. Steiner’s behalf with respect to an attached initial version of the Proposal. On October 23, 2017, after confirming that Mr. Steiner was not a shareholder of record, in accordance with Rule 14a-8(f)(1), Pfizer sent a letter to the Proponent via email (the “First Deficiency Letter”) requesting a written statement from the record owner of Mr. Steiner’s shares verifying that Mr. Steiner had beneficially owned the requisite number of shares of Pfizer common stock continuously for at least one year as of the date of submission of the Proposal. On October 25, 2017 Pfizer received a copy of a letter from TD Ameritrade via email (the “Broker Letter”) confirming that Mr. Steiner beneficially held the requisite number of shares. On November 2, 2017, Pfizer sent a letter to the Proponent via email (the “Second Deficiency Letter”) requesting documentation describing Mr. Steiner’s delegation of authority consistent with Staff Legal Bulletin 14I (Nov. 1, 2017), specifically noting that Mr. Steiner’s letter fails to identify the specific proposal to be submitted by Mr. Chevedden on behalf of Mr. Steiner. On November 16, 2017, Pfizer received an email from Mr. Chevedden containing a revised Proposal, accompanied by the same cover letter from Mr. Steiner with a notation “Revised 16 Nov 2017.” Later on November 16, 2017, Pfizer received an email from Mr. Chevedden containing the same cover letter from Mr. Steiner with a second notation “Special Shareowner Meetings,” signed by Mr. Steiner and dated November 16, 2017. Copies of the initial Proposal, the letters from Mr. Steiner, the First Deficiency Letter, the Broker Letter, the Second Deficiency Letter and the revised Proposal are attached hereto as Exhibit A.


IV. The Proposal May be Excluded Pursuant to Rule 14a-8(i)(10) Because Pfizer

Has Substantially Implemented the Proposal.

Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal if the company has already substantially implemented the proposal. The Commission adopted the “substantially implemented” standard in 1983 after determining that the “previous formalistic application” of the rule defeated its purpose, which is to “avoid the possibility of shareholders having to consider matters which already have been favorably acted upon by the management.” See Exchange Act Release No. 34-20091 (Aug. 16, 1983) (the “1983 Release”) and Exchange Act Release No. 34-12598 (July 7, 1976). Accordingly, the actions requested by a proposal need not be “fully effected” provided that they have been “substantially implemented” by the company. See 1983 Release.

Applying this standard, the Staff has consistently permitted the exclusion of a proposal when it has determined that the company’s policies, practices and procedures or public disclosures compare favorably with the guidelines of the proposal. See, e.g., Kewaunee Scientific Corp. (May 31, 2017); Wal-Mart Stores, Inc. (Mar. 16, 2017); Dominion Resources, Inc. (Feb. 9, 2016); Ryder Sys., Inc. (Feb. 11, 2015); Wal-Mart Stores, Inc. (Mar. 27, 2014); Peabody Energy Corp. (Feb. 25, 2014); The Goldman Sachs Group, Inc. (Feb. 12, 2014); Hewlett-Packard Co. (Dec. 18, 2013); Deere & Co. (Nov. 13, 2012); Duke Energy Corp. (Feb. 21, 2012); Exelon Corp. (Feb. 26, 2010); ConAgra Foods, Inc. (July 3, 2006); The Gap, Inc. (Mar. 16, 2001); Nordstrom, Inc. (Feb. 8, 1995); Texaco, Inc. (Mar. 6, 1991, recon. granted Mar. 28, 1991).

In accordance with these principles, the Staff has consistently permitted exclusion of proposals under Rule 14a-8(i)(10) requesting that a company give holders of a specified percentage of common stock the power to call a special meeting where the company reduced the ownership requirement to the percentage specified in the proposal. In Bank of America Corp. (Dec. 15, 2010), for example, the proposal requested, in part, that the board of directors “amend [Bank of America’s] bylaws and each appropriate governing document to give holders of 10% of [Bank of America’s] outstanding common stock (or the lowest percentage permitted by law above 10%) the power to call a special shareowner meeting.” Bank of America had previously amended its bylaws to permit holders of 10% of its outstanding common stock to call a special meeting. In granting relief to exclude the proposal under Rule 14a-8(i)(10), the Staff noted that Bank of America’s bylaws compared favorably with the guidelines of the proposal and that, therefore, Bank of America had substantially implemented the proposal. See also, e.g., AGL Resources Inc. (Mar. 5, 2015) (permitting exclusion under Rule 14a-8(i)(10) of a proposal requesting that the company’s board of directors amend the company’s governing documents to give holders of 25% of its outstanding common stock the power to call a special meeting where the company represented that its board of directors approved an amendment to the company’s articles of incorporation that would “reduce the threshold for calling a special meeting to 25% of the company’s shares of common stock outstanding and entitled to vote that have been held in a net long position continuously for at least one year”); Windstream Holdings, Inc. (Mar. 5,


2015) (permitting exclusion under Rule 14a-8(i)(10) of a proposal requesting that the company’s board of directors amend the company’s governing documents to give holders of 20% of its outstanding common stock the power to call a special meeting where the company represented that its board of directors approved an amendment to the company’s certificate of incorporation and bylaws that would permit shareholders who have held at least a 20% net long position in the company’s outstanding common stock for at least one year to call a special meeting); General Dynamics Corp. (Feb. 6, 2009) (permitting exclusion under Rule 14a-8(i)(10) of a proposal requesting that the company’s board of directors amend the company’s governing documents to give holders of 10% of its outstanding common stock the power to call a special meeting where the company stated that its board of directors was expected to act on a proposed bylaw amendment that would give either a single shareholder holding at least 10%, or one or more shareholders holding at least 25%, of its outstanding common stock the power to call a special meeting); 3M Co. (Feb. 27, 2008) (permitting exclusion under Rule 14a-8(i)(10) of a proposal requesting that the company’s board of directors amend the company’s governing documents to give holders of a “reasonable percentage” of its outstanding common stock the power to call a special meeting where the company stated that its board of directors was expected to act on a proposed bylaw amendment that would give holders of 25% of its outstanding common stock the power to call a special meeting); Johnson & Johnson (Feb. 19, 2008) (same); Chevron Corp. (Feb. 19, 2008) (permitting exclusion under Rule 14a-8(i)(10) of a proposal requesting that the company’s board of directors amend the company’s governing documents to give holders of “10% to 25%” of its outstanding common stock the power to call a special meeting where the company’s board of directors approved an amendment to the company’s bylaws giving the holders of 25% of its outstanding common stock the power to call a special meeting); Citigroup Inc. (Feb. 12. 2008) (same).

In this case, Pfizer has amended its governing documents to reduce the ownership requirement for a shareholder to call a special meeting to the percentage specified in the proposal. Specifically, the Proposal requests that Pfizer’s Board of Directors “take the steps necessary (unilaterally if possible) to amend [Pfizer’s] bylaws and each appropriate governing document to give holders in the aggregate of 10% of [Pfizer’s] outstanding common stock the power to call a special shareowner meeting.” On December 18, 2017, Pfizer’s Board of Directors approved an amendment to Article I, Section 9 of Pfizer’s By-laws to change the percentage of record holders of Pfizer’s stock required to request a special meeting from 20% to 10%. See Pfizer Inc.’s Current Report on Form 8-K filed December 21, 2017, attached hereto as Exhibit B. Thus, Pfizer’s governing documents compare favorably with the guidelines of the Proposal in a manner similar to the precedent described above. For this reason, Pfizer believes that it has substantially implemented the Proposal.


Accordingly, consistent with the precedent described above, the Proposal may be excluded from Pfizer’s 2018 proxy materials pursuant to Rule 14a-8(i)(10) as substantially implemented.

V. Conclusion

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if Pfizer excludes the Proposal from its 2018 proxy materials.

Should the Staff disagree with the conclusions set forth in this letter, or should any additional information be desired in support of Pfizer’s position, we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staff’s response. Please do not hesitate to contact me at (212) 733-3451 or Marc S. Gerber of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7233.

Very truly yours,

Margaret M. Madden

Enclosures

cc: John Chevedden

Kenneth Steiner

EXHIBIT A

(see attached)


Ms. Margaret.M. Madden Corp.orate Setretary Pfizer Inc. (PFE) 235 E. 42nd Sb-eet New York NY l 00.17 PH: 212 773-2323 PH: 212-733.-3451 :F,k: 2.12-573-1853

Dear Ms. Madden,

Kenneth Steiner

I purchased stock in our company ltecause I believed our company had greater pote~ltial. My -attached Rule 14a-8 propos&l i$. submitted in -support of the. long-te:,;:m pe,rforrnance of our eompany. This Rule l 4a-8 proposal is submitted as a low-cost ro.ethod to improve compnay perf01mance.

My proposal is for the ne~t annual shareholder meeting. I will meet Rule l 4a-8 requirements in.eluding th~. co11tinuous ownership of the required stock value until after the date offue. respective shareholder .meeting. My submitted format~ with the shareholder-supplied emphasis, is intended to be used for definitive proxy puWication. This is my proxy for Jolm Cb.evedd.en and/or his de,siguee to forward this Rule 14a-.8 proposal to the eompany anc.i to act on n~y behalf regarding thi~ Rule 14a-8 proposal, and/or modification of it, for the forthcoming ·shareholder meeting before, during and .after the forthcoming shareholder·meeting.. Please: direct all futme communications regarding, my rule l 4a-8 proposal to John Chevedden

to facilitate prompt and ve.rifiable communications. Please identify this proposal as my prnposal. exclusively.

This letter does. not cover proposals that are not tule 14-a~S proposals. This letter. does not _grant the power to vote. Your consideration and the consideration of the.Board of Ditecto,rs is appreciated in support of the long -term perfonnance of our .company. 'Please acknowledge receipt of rny proposal promptly by email to

}_o- (-/7 Date

cc: Suzanne Y. Rolon Director - Co:rporate Goverance Cathleen Dattc(;t PH: 2 12-733~5356 FX: 212-33·8-1579

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[PFE - Rule l 4a~8 Proposal, October 19, .2017] [This line and any line above His not for pubJicafam.]

Proposal [4] - Speeial SharMwn~r Meetings · Resolvedi Shai·eowners ask our board.to take the steps necessary (unilaterally if possible) to amend our bylaws aud each .appvopriate g.


Kenneth Steiner, sponsor>s this proposal.

Notes: This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including (emphasis added);

Accordingly, going forward, we believe that .it would n0t be appropriate for companies to excl.ude supporting statement langua,ge .and/or an entire proposal in relianc-e on rule 14a-8(J)(3') in the following circumstances.:

• the company objects to factual: assertions because they are not supported; • the company objects to factual' assertions that, while not materially false or tnislea,;JiJ"l9, may be disputed or counter:ed~ @ the company objects to factual assertions becaus,e those assertions may be interpreted by snareholders in a manner that is unfa.NtoFable to the company, its directors, or its officers; and/or • the company objects to· statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically ~s such.

We believe that lt is appropri~te under rule ·14a-8 for companies to address these objections .in their statements of opposition.

See also: Sun MiGtosystems, Ine. (Jilly 21, 2005).

The stock supporting this pNposal will be held until after the annual meeting and the proposal will be prese0ted at the annual meeting. Please acknowledge this proposal promptly by email

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Suzanne Y. Rolon Director - Corporate Governance Legal Division

Via Email

October 23, 2017

Mr. John Chevedden

Pfizer Inc. 235 East 42nd Street, 19/6, New York, NY 10017 Tel +1 212 733 5356 Fax +1 212 573 1853 suzanne. y. [email protected]

Re: Shareholder Proposal for 2018 Annual Meeting of Shareholders: Special Shareowner Meetings

Dear Mr. Chevedden:

This letter will acknowledge receipt on October 19, 2017 of a letter from Kenneth Steiner (the "proponent"), dated October 6, 2017, to Pfizer Inc. submitting a shareholder proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") for consideration at our 2018 Annual Meeting of Shareholders.

Rule 14a-8(b) of the Exchange Act provides that the proponent must submit sufficient proof that it has continuously held at least $2,000 in market value, or 1 %, of the company's common stock that would be entitled to be voted on the proposal for at least one year, preceding and including October 19, 2017, the date the proposal was submitted to the company.

Our records indicate that the proponent is not a registered holder of Pfizer common stock. Please provide a written statement from the record holder of the proponent' s shares (usually a bank or broker) and a participant in the Depository Trust Company (DTC) verifying that, at the time the proposal was submitted, which was October 19, 2017, the proponent had beneficially held the requisite number of shares of Pfizer common stock continuously for at least one year preceding and including October 19, 2017.

www.pfizer.com

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Mr. John Chevedden October 23, 2017 Page 2

Sutlicient proof may be in the form of a written statement from the record holder of the proponent's shares (usually a broker or bank) and a participant in the Depository Trust Company (DTC) 1 verifying that, at the time the proposal was submitted, the proponent continuously held the requisite number of shares for at least one year.

If the broker or bank holding the proponent's shares is not a OTC participant, the proponent also will need to obtain proof of ownership from the DTC participant through which the shares are held. You should be able to find out who this DTC participant is by asking the proponent' s broker or bank. If the OTC participant knows the proponent's broker or bank's holdings, but does not know the proponent's holdings, the proponent can satisfy Rule l 4a-8 by obtaining and submitting two proof of ownership statements verifying that, at the time the proposal was submitted, the required amount of shares were continuously held for at least one year - one from the proponent's broker or bank confirming the proponent's ownership, and the other from the OTC participant confirming the broker or bank's ownership.

The rules of the SEC require that your response to this letter be postmarked or transmitted electronically no later than 14 days from the date you receive this letter. Please send any response to me at the address or email address provided above. For your reference, please find enclosed a copy of Rule 14a-8.

Once we receive any response, we will be in a position to determine whether the proposal is eligible for inclusion in the proxy materials for our 2018 Annual Meeting of Shareholders. We reserve the right to seek relief from the SEC as appropriate.

If you have any questions, please feel free to contact me directly.

Sincerely,

c;;/J-- {J r/J /)~ . el., IU ------c,anne Y ~ olon

cc: Margaret M. Madden, Pfizer Inc.

Attachment

In order to determine if the broker or bank holding your shares is a DTC participant, you can check the DTC's participant list, which is currently available on the Internet at http://www.dtcc.com/client-center/dtc-directories.

http:http://www.dtcc.com

§ 240.14a-8 Shareholder proposals.

This section addresses when a company must include a shareholder's proposal in its proxy statement and identify the proposal in its form of proxy when the company holds an annual or special meeting of shareholders. In summary, in order to have your shareholder proposal included on a company's proxy card, and included along with any supporting statement in its proxy statement, you must be eligible and follow certain procedures. Under a few specific circumstances, the company is permitted to exclude your proposal, but only after submitting its reasons to the Commission. We structured this section in a question-and-answer format so that it is easier to understand. The references to "you" are to a shareholder seeking to submit the proposal.

(a) Question 1: What is a proposal? A shareholder proposal is your recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company's shareholders. Your proposal should state as clearly as possible the course of action that you believe the company should follow. If your proposal is placed on the company's proxy card, the company must also provide in the form of proxy means for shareholders to specify by boxes a choice between approval or disapproval. or abstention Unless otherwise indicated, the word "proposal" as used in this section refers both to your proposal, and to your corresponding statement in support of your proposal (if any).

(b) Question 2: Who is eligible to submit a proposal, and how do I demonstrate to the company that I am eligible? (1) In order to be eligible to submit a proposal, you must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date you submit the proposal. You must continue to hold those securities through the date of the meeting.

(2) If you are the registered holder of your securities. which means that your name appears in the company's records as a shareholder, the company can verify your eligibility on its own, although you will still have to provide the company with a written statement that you intend to continue to hOld the securities through the date of the meeting of shareholders. However, if like many shareholders you are not a registered holder, the company likely does not know that you are a shareholder. or how many shares you own. In this case. at the time you submit your proposal, you must prove your eligibility to the company in one of two ways:

(i) The first way is to submit to the company a written statement from the "record" holder of your securities (usually a broker or bank) verifying that. at the time you submitted your proposal. you continuously held the securities for at least one year. You must also include your own written statement that you intend to continue to hold the securities through the date of the meeting of shareholders: or

(ii) The second way to prove ownership applies only if you have filed a Schedule 13D (§240.13d-101). Schedule 13G (§240.13d-102). Form 3 (§249.103 of this chapter), Form 4 (§249.104 of this chapter) and/or Form 5 (§249.105 of this chapter), or amendments to those documents or updated forms, reflecting your ownership of the shares as of or before the date on which the one-year eligibility period begins. If you have filed one of these documents with the SEC, you may demonstrate your eligibility by submitting to the company:

(A) A copy of the schedule and/or form. and any subsequent amendments reporting a change in your ownership level;

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement; and

(C) Your written statement that you intend to continue ownership of the shares through the date of the company's annual or special meeting.

(c) Question 3: How many proposals may I submit? Each shareholder may submit no more than one proposal to a company for a particular shareholders' meeting.

(d) Question 4: How long can my proposal be? The proposal. including any accompanying supporting statement, may not exceed 500words.

(e) Question 5: What is the deadline for submitting a proposal? (1) If you are submitting your proposal for the company's annual meeting. you can in most cases find the deadline in last year's proxy statement. However, if the company did not hold an annual meeting last year. or has changed the date of its meeting for this year more than 30 days from last year's meeting, you can usually find the deadline in one of the company's quarterly reports on Form 10-Q (§249.308a of this chapter), or in shareholder reports of investment companies under §270.30d-1 of this chapter of the Investment Company Act of 1940. In order to avoid controversy, shareholders should submit their proposals by means, including electronic means. that permit them to prove the date of delivery.

(2) The deadline is calculated in the following manner if the proposal is submitted for a regularly scheduled annual meeting. The proposal must be received at the company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting. However, if the company did not hold an annual meeting the previous year, or if the date of this year's annual meeting has been changed by more

than 30 days from the date of the previous year's meeting, then the deadline is a reasonable time before the company begins to print and send its proxy materials.

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeting, the deadline is a reasonable time before the company begins to print and send its proxy materials.

(f) Question 6: What if I fail to follow one of the eligibility or procedural requirements explained in answers to Questions 1 through 4 of this section? (1) The company may exclude your proposal, but only after it has notified you of the problem, and you have failed adequately to correct it. Within 14 calendar days of receiving your proposal, the company must notify you in writing of any procedural or eligibility deficiencies, as well as of the lime frame for your response. Your response must be postmarked, or transmitted electronically, no later than 14 days from the date you received the company's notification. A company need not provide you such notice of a deficiency if the deficiency cannot be remedied, such as if you fail to submit a proposal by the company's properly determined deadline. If the company intends to exclude the proposal, it \Nill later have to make a submission under §240.14a-8 and provide you with a copy under Question 1 0 below, §240.14a-8fj).

(2) If you fail in your promise to hold the required number of securities through the date of the meeting of shareholders. then the company will be permitted to exclude all of your proposals from its proxy materials for any meeting held in the following two calendar years.

(g) Question 7: Who has the burden of persuading the Commission or its staff that my proposal can be excluded? Except as otherwise noted, the burden is on the company to demonstrate that it is entitled to exclude a proposal.

(h) Question 8: Must I appear personally at the shareholders' meeting to present the proposal? (1) Either you, or your representative who is qualified under state law to present the proposal on your behalf, must attend the meeting to present the proposal. Whether you attend the meeting yourself or send a qualified representative to the meeting in your place, you should make sure that you, or your representative, follow the proper state law procedures for attending the meeting and/or presenting your proposal.

(2) If the company holds its shareholder meeting in whole or in part via electronic media, and the company permits you or your representative to present your proposal via such media, then you may appear through electronic media rather than traveling to the meeting to appear in person.

(3) If you or your qualified representative fail to appear and present the proposal, without good cause. the company will be permitted to exclude all of your proposals from its proxy materials for any meetings held in the following two calendar years.

(i) Question 9: If I have complied INith the procedural requirements, on what other bases may a company rely to exclude my proposal? (1) Improper under state law: If the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization;

Note to paragraph (i)(1): Depending on the subject matter, some proposals are not considered proper under state law if they would be binding on the company if approved by shareholders. In our experience, most proposals that are cast as recommendations or requests that the board of directors take specified action are proper under state law. Accordingly, we \Nill assume that a proposal drafted as a recommendation or suggestion is proper unless the company demonstrates otherwise.

(2) Violation of law. If the proposal would, if implemented, cause the company to violate any state, federal, or foreign law to which it is subject;

Note to paragraph (i)(2): We \Nill not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law if compliance with the foreign law would result in a violation of any state or federal law

(3) Violation ofproxy rules: If the proposal or supporting statement is contrary to any of the Commission's proxy rules, including §240.14a-9, which prohibits materially false or misleading statements in proxy soliciting materials;

(4) Personal grievance; special interest: If the proposal relates to the redress of a personal claim or grievance against the company or any other person, or if it is designed to result in a benefit to you, or to further a personal interest, which is not shared by the other shareholders at large;

(5) Relevance: If the proposal relates to operations which account for less than 5 percent of the company's total assets at the end of its most recent fiscal year. and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the company's business;

(6) Absence ofpower/authority.· If the company would lack the power or authority to implement the proposal;

2

(7) Management functions: If the proposal deals with a matter relating to the company's ordinary business operations:

(8) Director elections· If the proposal:

(i) Would disqualify a nominee who is standing for election;

(ii) Would remove a director from office before his or her term expired;

(iii) Questions the competence, business judgment, or character of one or more nominees or directors;

(iv) Seeks to include a specific individual in the company's proxy materials for election to the board of directors; or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts with company's proposal: Jf the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same meeting;

Note to paragraph (i)(9) A company's submission to the Commission under this section should specify the points of conflict with the company's proposal.

(10) Substantially implemented: If the company has already substantially implemented the proposal;

Note to paragraph (i)(10): A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (§229.402 of this chapter) or any successor to Item 402 (a "say-on-pay vote") or that relates to the frequency of say-on-pay votes, provided that in the most recent shareholder vote required by §240.14a-21 (b) of this chapter a single year ( i.e., one, two, or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent with the choice of the majority of votes cast in the most recent shareholder vote required by §240.14a-21 (b) of this chapter.

(11) Duplication: If the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the company's proxy materials for the same meeting;

(12) Resubmissions: If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included in the company's proxy materials within the preceding 5 calendar years, a company may exclude it from its proxy materials for any meeting held within 3 calendar years of the last time it was included if the proposal received

(i) Less than 3% of the vote if proposed once within the preceding 5 calendar years;

(ii) Less than 6% of the vote on its last submission to shareholders if proposed twice previously within the preceding 5 calendar years; or

(iii) Less than 10% of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years; and

(13) Specific amount ofdividends: If the proposal relates to specific amounts of cash or stock dividends.

(j) Question 10: What procedures must the company follow if ii intends to exclude my proposal? (1) If the company intends to exclude a proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before ii files its definitive proxy statement and form of proxy with the Commission. The company must simultaneously provide you with a copy of its submission. The Commission staff may permit the company to make its submission later than 80 days before the company files its definitive proxy statement and form of proxy, if the company demonstrates good cause for missing the deadline

(2) The company must file six paper copies of the following

(i) The proposal;

(ii) An explanation of why the company believes that it may exclude the proposal. which should, if possible, refer to the most recent applicable authority, such as prior Division letters issued under the rule: and

3

(iii) A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11: May I submit my own statement to the Commission responding to the company's arguments?

Yes, you may submit a response, but it is not required. You should try to submit any response to us, with a copy lo the company, as soon as possible after the company makes its submission. This way, the Commission staff will have time to consider fully your submission before it issues its response. You should submit six paper copies of your response.

(I) Question 12: If the company includes my shareholder proposal in its proxy materials, what information about me must it include along with the proposal itself?

(1) The company's proxy statement must include your name and address, as well as the number of the company's voting securities that you hold. However, instead of providing that information, the company may instead include a statement that it will provide the information to shareholders promptly upon receiving an oral or written request.

(2) The company is not responsible for the contents of your proposal or supporting statement.

(m) Question 13: What can I do if the company includes in its proxy statement reasons why it believes shareholders should not vote in favor of my proposal, and I disagree with some of its statements?

(1) The company may elect to include in its proxy statement reasons why it believes shareholders should vote against your proposal. The company is allowed to make arguments reflecting its own point of view, just as you may express your own point of view in your proposal's supporting statement

(2) However, if you believe that the company's opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule, §240.14a-9, you should promptly send to the Commission staff and the company a letter explaining the reasons for your view, along with a copy of the company's statements opposing your proposal. To the extent possible, your letter should include specific factual information demonstrating the inaccuracy of the company's claims. Time permitting. you may wish to try to work out your differences with the company by yourself before contacting the Commission staff.

(3) We require the company to send you a copy of its statements opposing your proposal before it sends its proxy materials, so that you may bring to our attention any materially false or misleading statements, under the following timeframes:

(i) If our no-action response requires that you make revisions to your proposal or supporting statement as a condition to requiring the company to include it in its proxy materials, then the company must provide you with a copy of its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal; or

(ii) In all other cases, the company must provide you with a copy of its opposition statements no later than 30 calendar days before its files definitive copies of its proxy statement and form of proxy under §240.14a-6.

4


10/25/2017

Kenneth 'St~iner

Re: Your TD Ameritrade Account l:;nding i11 in TD Ameritrade Clearing Inc. OT-C -#Oi.88

Dear Kenneth SteJner,

Tt;iank you. for allowing me to assist you today. As you requested, this: letter confirms that, as ot the date of this letter, you have continuou1?ly held .no less than 500 shares of each of the following sttJcks in tfle above referenced account since July 1, 2016.

1. General Electric Company (GE) 2. Textron Int. (TXll 3. The Bank ot New YQrk Mellon Corporation (BK) 4.AT&TJnc. (T) 5. Citigr€lup Inc. (C) 6. Pflzer Inc. {PFE)

11· we ·can be of :any further as$istance, please let us know, Just rog in to your acc;:ount and go. to the Message Center to write us. Yol,J carr,a:lso call Client Services at 80Q-&69-390Q. We're av~ilable 24 ho1,1rs a day, seven·day,s a week,

Sincerely,

Christopher Costello Resource Speciatist TD Ameritrade

This information ls furnished as part or a 9enet1;tl intormaiion service :and TD Ameritrade sh21II not be, ll~bie for an9 dama9es arising out of any inaccuracy \n the informatlQn, Because thi's· inforrriatim1 may differ from your 1'0 Ameritra'de monthly statement, y01.1 si'JO.uld rely only on the TD Ameritrade monthly stater:nent ;1s1he official lecord of your TO,All'lefltrade account

Market 110latili1Y, vo)ume, and,syS1ei'J1 availability may delay ai;count access and trade elceeutiortS'.

TD ,t>;meritrade, Inc,,, member Fl NANSIPC ( www finra or9 , www;sipc.org ). TD Ameritrade is a trademark JG11ntl9· own~ by· TD Ameritra'de IP corn~nt, lnc .. and Th~ Toronto-Domirnan Ban~. ©201,5 TD Ameritrade JP Cempant, \'nc.AI! rtghts reserved LJsed wlfh' perm1ssion·,

Suzanne Y. Rolon Director - Corporate Governance Legal Division

Via Email

November 2, 2017

Mr. John Chevedden

Pfizer Inc. 235 East 42nd Street, 19/6. New York, NY 10017 Tel +1 212 733 5356 Fax +1 212 573 1853 [email protected]

Re: Shareholder Proposal/or 2018 Annual Meeting of Shareholders: Special Shareowner Meetings

Dear Mr. Chevedden:

This letter will again acknowledge receipt on October 19, 2017 of a letter from Kenneth Steiner, dated October 6, 2017 (the "proponent") to Pfizer Inc. that purports to submit a shareholder proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") for consideration at our 2018 Annual Meeting of Shareholders.

•

Rule 14a-8(b) of the Exchange Act provides that the proponent must submit sufficient proof that it has continuously held at least $2,000 in market value, or l %, of the company's common stock that would be entitled to be voted on the proposal for at least one year, preceding and including October 19, 2017, the date the proposal was submitted to the company.

The Division of Corporation Finance (the "Staff'') of the Securities and Exchange Commission (the "SEC") recently issued Staff Legal Bulletin 141 (Nov. 1, 2017) ("SLB 141"). Among other things, SLB 141 provides guidance to assist companies in evaluating whether the eligibility requirements of Rule 14a-8(b) have been satisfied when a shareholder submits a proposal through a proxy or agent. Pursuant to SLB 141, the Staff expects the documentation describing the shareholder's delegation of authority to:

• "identify the shareholder-proponent and the person selected as proxy; • identify the company to which the proposal is directed;

www.pflzer.com

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Mr. John Chevedden November 2, 2017 Page 2

• identify the annual or special meeting for which the proposal is submitted; • identify the specific proposal to be submitted (e.g., proposal to lower the

threshold for calling a special meeting from 25% to 10%); and • be signed and dated by the shareholder."

The proponent's letter does not satisfy the guidance contained in SLB 141in that it fails to identify the specific proposal to be submitted. Accordingly, please submit documentation describing the proponent's delegation ofauthority consistent with SLB 141. For your reference, please find enclosed a copy of SLB 141.

The rules of the SEC require that your response to this letter be postmarked or transmitted electronically no later than 14 days from the date you receive this letter. Please send any response to me at the address or email address provided above. As our prior correspondence relating to this proposal contained a copy of Rule 14a-8, we have not enclosed another copy of the rule.

Once we receive any response, we will be in a position to detcnnine whether the proposal is eligible for inclusion in the proxy materials for our 2018 Annual Meeting of Shareholders. We reserve the right to seek relief from the SEC as appropriate.

If you have any questions, please feel free to contact me directly.

Sincerely, ,-' ~- /' _...·· . £3/

~;2--~ L..f~ Suzan~,~0107

cc: Margaret M. Madden, Pfizer Inc. Kenneth Steiner (via FedEx)

Attachment

Staff Legal Bulletin No. 141 (CF): Shareholder Proposals Page 1 of7

-~ -- Home I Previous Page

U.S. Securities ond Exchange Commissiot~

Division of Corporation Finance Securities and EJCchange Commission

Shareholder Proposals

Staff Legal Bulletin No. 141 (CF)

Action: Publication of CF Staff Legal Bulletin

Date: November 1, 2017

Summary: This staff legal bulletin provides information for companies and shareholders regarding Rule 14a- 8 under t he Securities Exchange Act of 1934.

Supplementary Information: The statements in this bulletin represent the views of the Division of Corporation Finance (the "Division"). This bulletin is not a rule, regulation or statement of the Securities and Exchange Commission {the \\Commission"). Further, the Commission has neither approved nor disapproved its content .

Contacts: For further information, please contact t he Division's Office of Chief Counsel by submitting a web-based request form at https://www.sec.gov/forms/corp fin Interpretive.

A. The purpose of this bulletin

This bulletin is part of a continuing effort by the Division to provide guidance on important Issues arising under Exchange Act Rule 14a-8. Specifically, this bulletin contains Information about the Division's views on :

• the scope and application of Rule 14a-8(i)(7);

• the scope and application of Rule 14a-8(i)(5);

• proposals submitted on behalf of shareholders; and

• the use of graphs and images consistent with Rule 14a-8(d).

You can find additional guidance about Rule 14a-8 in the following bulletins that are available on the Commission's website: SLB No. 14, SLB No. 14A, SLB No. 14B, SLB No. 14C, SLB No. 140, SLB No. 14E, SLB No. 14F, $LB No. 14G and SLB No. 14H.

B. Rule 14a-8(1)(7)

1. Background

Rule 14a-8(i)(7), t he "ordinary business" exception, Is one of the substantive bases for exclusion of a shareholder proposal in Rule 14a-8. It permits a company to exclude a proposal that '\deals with a matter relating to the company's ordinary business operations." The purpose of the

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Staff Legal Bulletin No. 141 (CF): Shareholder PrQposals Page2 of7

exception is "to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual share holders meeting. "ill

2. The Division's application of Rule 14a-8(i)(7)

The Commission has stated that the policy underlying the "ordinary business" exception rests on two central considerat ions.@ The first relates to the proposal's subject matter; the second, the degree to which the proposal "micromanages" the company. Under the first consideration, proposals that raise matters that are "so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subj ect to direct shareholder oversight" may be excluded, unless such a proposal focuses on policy issues that are sufficiently significant because they transcend ordinary business and would be appropriate for a shareholder vote.LJ.1 Whether the significant policy except ion applies depends, in part, on the connection between the significant policy issue and the company's business operations.I£

At issue in many Rule 14a-8(i)(7) no-action requests is whether a proposal that addresses ordinary business matters nonetheless focuses on a policy issue that is sufficiently significant. These determinations often raise difficult judgment calls that the Division believes are in the first instance matters that the board of directors is generally in a better position to determine. A board of directors, acting as steward with fiduciary duties to a company's shareholders, generally has significant duties of loyalty and care In overseeing management and the strategic direction of the company. A board acting in this capacity and with the knowledge of the company's business and the implications for a particular proposal on that company's business is well situated to analyze, determine and explain whether a particular issue is sufficiently significant because the matter transcends ordinary business and would be appropriate for a shareholder vote.

Accordingly, going forward, we would expect a company's no-action request to Include a discussion that reflects the board's analysis of the particular policy Issue raised and its significance. That explanation would be most helpful if it detailed the specific processes employed by the board to ensure that its conclusions are well-informed and well-reasoned. We believe that a well-developed discussion of the board's analysis of these matters will greatly assist the staff with its review of no-action requests under Rule 14a-8(i)(7).

C. Rule 14aM8(i)(5)

1. Background

Rule 14a-8(i)(5), the "economic relevance" exception, is one of the substantive bases for exclusion of a shareholder proposal in Rule 14a-8. It permits a company to exclude a proposal that "relates to operations which account for less than 5 percent of the company's total assets at the end of its most recent fiscal year, and for less t han 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the company's business."

2. History of Rule 14a-8(i) (5 )

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Prior to adoption of the current version of the exclusion In Rule 14a-8(i)(S), the rule permitted companies t o omit any proposal that \\deals with a matter that is not significant ly related to the issuer's business." In proposing changes to that version of t he rule in 1982, the Commission noted that the staff's practice had been to agree with exclusion of proposals that bore no economic relationship to a company's business, but that "where the proposal has reflected social or ethical issues, rather than economic concerns, raised by the issuer's business, and the issuer conducts any such business, no matter how small, the staff has not issued a noaction letter with respect to the omission of the proposal."ill The Commission stated that this Interpretation of the rule may have "unduly limlt[ed] the exclusion," and proposed adopting the economic tests that appear in the rule today.I.fil I n adopting the rule, the Commission characterized It as relating " to proposals concerning the functioning of the economic business of an issuer and not to such matters as shareholders' rights, e.g., cumulative votlng."rzI

Shortly after the 1983 amendments, however, t he District Court for the District of Columbia in Lovenheim v. Iroquois Brands, Ltd., 618 F. Supp. 554 (D.D.C. 1985) prellmlnarily enj oined a company from excluding a proposal regarding sales of a product line that represented only 0.05% of assets, $79,000 In sales and a net loss of ($3,121), compared to the company's total assets of $78 mlllion, annual revenues of $141 million and net earnings of $6 million. The court based Its decision to grant the injunction "in light of the ethical and social significance" of the proposal and on "the fact that It Implicates significant levels of sales." Since that time, the Division has interpreted Lovenhelm In a manner that has significantly narrowed the scope of Rule 14a-8(1)(5).

3. The Division's application of Rule 14a-8(i)(S)

Over the years, the Division has only infrequently agreed with exclusion under the "economic relevance" exception. Under its historical applicat ion, the Division has not agreed with exclusion under Rule 14a-8(i)(S), even where a proposal has related to operations t hat accounted for less than 5% of total assets, net earnings and gross sales, where the company conducted business, no matter how small, related to the issue raised in the proposal. The Division's analysis has not focused on a proposal's significance to the company's business. As a result, the Division's analysis has been similar to its analysis pr ior to 1983, with which the Commission expressed concern.

That analysis simply considered whether a company conducted any amount of business related to the issue in the proposal and whether that issue was of broad social or ethical concern. We believe the Division's application of Rule 14a-8(1)(5) has unduly limited the exclusion's availability because it has not f ully considered the second prong of the rule as amended in 1982 -the question of whether the proposal "deals with a matter that is not significantly related to the issuer's business" and is therefore excludable. Accordingly, going forward, the Division's analysis will focus, as the rule directs, on a proposal's significance to the company's business when it otherwise relat es to operations that account for less than 5% of total assets, net earnings and gross sales. Under this framework, proposals that raise issues of social or et hical significance may be Included or excluded, notwithstanding t heir importance in the abstract, based on the application and analysis of each of t he factors of Rule 14a- 8(1)(5) in determining t he proposal's relevance to t he com pany's business.

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Staff Legal Bulletin No. 141 (CF): Shareholder Proposals Page4 of7

Because the test only allows exclusion when the matter Is not "otherwise significantly related to the company," we view the analysis as dependent upon the particular circumstances of the company to which the proposal is submitted. That is, a matter significant to one company may not be significant to another. On the other hand, we would generally view substantive governance matters to be significantly related to almost all companies.

Where a proposal's significance to a company's business is not apparent on its face, a proposal may be excludable unless the proponent demonstrates that it is "otherwise significantly related to the company's business.".[fil For example, the proponent can provide information demonstrating that the proposal "may have a significant impact on other segments of the issuer's business or subject the issuer to significant contingent liabilities. "NI The proponent could continue to raise social or ethical issues in its arguments, but it would need to tie those to a significant effect on the company's business. The mere possibility of reputational or economic harm will not preclud~ no-action relief. In evaluating significance, the staff will consider the proposal in light of the "total mix" of information about the issuer.

As with the "ordinary business" exception in Rule 14a-8(i)(7), determining whether a proposal is "otherwise significantly related to the company's business" can raise difficult judgment calls. Similarly, we believe that the board of directors is generally in a better position to determine these matters in the first Instance. A board acting with the knowledge of the company's business and the implications for a particular proposal on t hat company's business Is better situated than the staff to determine whether a particular proposal is "otherwise significantly related to the company's business." Accordingly, we would expect a company's Rule 14a-8(i)(S) noaction request to include a discussion that reflects the board's analysis of the proposal's significance to the company. That explanation would be most helpful if it detailed the specific processes employed by the board to ensure that its conclusions are well-informed and welkeasoned.

I n addit ion, the Division's analysis of whether a proposal Is "otherwise significantly related" under Rule 14a-8(1)(5) has historically been Informed by its analysis under the "ordinary business" exception, Rule 14a-8(1)(7). As a result, the availability or unavailability of Rule 14a-8(i){7) has been largely determinat ive of the availabil_ity or unavailability of Rule 14a-8(i)(5). Going forward, the Division will no longer look to it s analysis under Rule 14a-8(i)(7) when evaluating arguments under Rule 14a-8(i)(5), In our view, applying separate analytical frameworks will ensure that each basis for exclusion serves Its intended purpose.

We believe the approach going forward is more appropriately rooted in the intended purpose and language of Rule 14a-8(1)(5), and better helps companies, proponents and the staff determine whether a proposal Is "otherwise significantly related to the company's business."

o. Proposals submitted on behalf of shareholders

While Rule 14a-8 does not address shareholders' ability to submit proposals through a representative, shareholders frequently elect to do so, a practice commonly referred to as "proposal by proxy.n The Division has been, and continues to be, of the view that a shareholder's submission by proxy is consistent with Rule 14a-8.ll.Ql


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The Division is nevertheless mindful of challenges and concerns that proposals by proxy may present. For example, there may be questions about whether the eligibility requirements of Rule 14a-8(b) have been satisfied. There have also been concerns raised that shareholders may not know that proposals are being submitted on their behalf. In light of these challenges and concerns, and to help the staff and companies better evaluate whether the eligibility requirements of Rule 14a-8(b) have been satisfied, going forward, the staff will look to whether the shareholders who submit a proposal by proxy provide documentation describing the shareholder's delegation of authority to the proxy.ill] In general, we would expect this documentation to:

• identify the shareholder-proponent and the person or entity selected as proxy;

• identify the company to which the proposal Is directed;

• identify the annual or special meeting for which the proposal is submitted;

• identify the specific proposal to be submitted (e.g., proposal to lower the threshold for calling a special meeting from 25% to 10%); and

• be signed and dated by the shareholder.

We believe this documentation will help alleviate concerns about proposals by proxy, and will also help companies and the staff better evaluate whether the eligibility requirements of Rule 14a-8(b) have been satisfied in connection with a proposal's submission by proxy. Where this information is not provided, there may be a basis to exclude the proposal under Rule 14a-8(b).il2}

E. Rule 14a-8(d)

1. Background

Rule 14a-8(d) is one of the procedural bases for exclusion of a shareholder proposal in Rule 14a-8. It provides that a "proposal, including any accompanying supporting statement, may not exceed 500 words."

2. nae use of images in shareholder proposals

Questions have recently arisen concerning the application of Rule 14a-8(d) to proposals that include graphs and/or images.L1,,J} In two recent noaction declslons,[1£ the Division expressed the view that the use of "500 words" and absence of express reference to graphics or Images in Rule 14a-8(d) do not prohibit the inclusion of graphs and/or Images in proposals. I1fil Just as companies include graphics that are not expressly permitted under the disclosure rules, the Division is of the view that Rule 14a-8(d) does not preclude shareholders from using graphics to convey Information about their proposals.Ilfil

The Division recognizes the potential for abuse in this area. The Division believes, however, that these potential abuses can be addressed through other provisions of Rule 14a-8. For example, exclusion of graphs and/or images would be appropriate under Rule 14a-8(1)(3) where they:

• make the proposal materially false or misleading;


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• render the proposal so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the company in implementing It, would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires;

• directly or indirectly impugn character, integrity or personal reputation, or directly or indirectly make charges concerning improper, illegal, or immoral conduct or association, without factual foundation; or

• are irrelevant to a consideration of the subject matter of the proposal, such that there is a strong likelihood that a reasonable shareholder would be uncertain as to the matter on which he or she is being asked to vote.ll.Zl

Exclusion would also be appropriate under Rule 14a-8(d) if the total number of words in a proposal, including words in the graphics, exceeds 500.

ill Release No. 34-40018 (May 21, 1998).

ill Id.

ill Id.

I.41 See Staff Legal Bulletin No. 14H (Oct. 22, 2015), citing Staff Legal Bulletin No. 14E (Oct. 27, 2009) (stating that a proposal generally will not be excludable "as long as a sufficient nexus exists between the nature of the proposal and the company") .

ISJ Release No. 34-19135 (Oct. 14, 1982).

I.fil Id.

ill Release No. 34-20091 (Aug. 16, 1983).

Ifil. Proponents bear the burden of demonstrating that a proposal Is "otherwise significantly related to the company's business." See Release No. 34-39093 (Sep. 18, 1997), citing Release No. 34-19135.

Ifil Release No. 34-19135.

UQl We view a shareholder's ability to submit a proposal by proxy as largely a function of state agency law provided it is consistent with Rule 14a-8. ·

illl This guidance applies only to proposals submitted by proxy after the date on which this staff legal bulletin is published.

L.!2} Companies that intend to seek exclusion under Rule 14a-8(b) based on a shareholder's failure to provide some or all of this information must notify the proponent of the specific defect(s) within 14 calendar days of receiving the proposal so that the proponent has an opportunity to cure the defect. See Rule 14a-8(f)(1).

I.ill Rule 14a-8(d) Is Intended to limit the amount of space a shareholder proposal may occupy in a company's proxy statement. See Release No. 34-12999 (Nov. 22, 1976).

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I.lil General Electric Co. (Feb. 3, 2017, recon. granted Feb. 23, 2017); General Electric Co. (Feb. 23, 2016).

llfil These decisions were consistent with a longstanding Division position. See Ferrofluidics Corp. (Sep. 18, 1992).

llfil Companies should not minimize or otherwise diminish the appearance of a shareholder's graphic. For example, if the company Includes Its own graphics in its proxy statement, it should give similar prominence to a shareholder's graphics. If a company's proxy statement appears in black and white, however, the shareholder proposal and accompanying graphics may also appear in black and white.

ll1.l See General Electric Co. (Feb. 23, 2017).

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Kenneth Steiner

Ms.MargaretM.Madden Corporate Secretary Pfiz~ Inc. (PFE) 235 E. 42nd Street NewYod

.,., / , .,· IPFE-Rule 14a-8 Proposal, October 19, 2017~ Revised November 1~, 2017)11-16

/ _,,-- [This line and any line abc>Ve it is rrot for publioati0n.], P.toposal [4] ~ Spe~ial Shareowner Meetings

Shareowners ask our board to talre the steps n,ecessary ( unilaterally if possible) to amend out bylaws and each appropriate governing docum.ent to give holders in the aggregate of 10% of our outstanding common stock the power to cal1 a special shareow.ne'lt meeting. This proposal .d@es not impact our- board's current power to call a special meeting.

Scores of Fortune 500 companies. enable- shareholders to call special· meetings and to act by written consent. Special meetings allow ·shareowners to vote on important matters, such as electing new directors that. can arise. between annual meetings.

Sha'teownet inr,1.lt on. the timing of shareowner meetings is especially important when events unfold quickly and. issues tnay become moot by the next aonual meeting. This is important because-there could be 15-months or more betwee:n annual meetings.

Pfizer sharehol'ders have no right to act by written consent and do not nave the full right to call .a -special meeting that is available under state law. Since we have no right to aet by ·written eo;nsent it is all the more important to have the fuU tight to call a -special meeti:Qg available under state. law. · ·

This proposal topic received 47% .sllal·eholder su.pportatour 2017 aim.ual meeting. This 4 7%~support w.ould have been .higher (likely 51 % or more) if small shareholders had the same access. to corporate. governance information as large shareholders.

With a 10% threshold-of shares to eall a sp~cial meeting shareholders may be in a better position to engage with managenient on improving the q~lifications of our dire~tors. Sh~eho'lders m&y vVant answers from m~nagernent 011 why 3 directors, including Ian Read received mo.re than 5% in negative votes while nrtming tmopposed. A 5% negative vot~ compares. unfavorably whh Olls': director wh0 received less than l % in negative votes.

W. Cornwell received 5% in negative votes and was on our demanding audit and execu,tive pay 00ll11flittees. Plus he had 20~years Jeng-tenure which can detract from the independence of a director no matter how well qualified. James Kilts was the standout in negative votes with 19% ne~a:tive. Mr. Kilts is poter,.tialty di~tracte(,1 -with work on 5 Boards.

Shareholdtrs need governance policies that make our hU,ge $2D0 biUian company more accountable. to its inve.stOl's especially When they face public controversies that mighfharm Pfizer's reputation and long~term shareholder value. For example the. drug industry is involved in significant contro:versy :&bout the5r ducking responsibilities regarding the opioid crisis and epidemic. This includes lobbying for legislation making it .more difficult to hold drug companies responsjble for behavior related to the: opioid erisis.

Please vote to enhance corporate governance and shareholder value~ Special Sbareowner Meetings,-Propos;tl [4]

[The line above is for publication.]


Kenneth Steiber, ~ponsors this proposal.

Notes: This proposal is believed to confonn with Staff Legal Bulletin No. 14B (CF), September 15_, 2004 including c~mphasis ~dded):

AGcordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(0(3) ·in the following circumstances:

• the company objects to factual assertions because they are not supported; • the cornpany objects to factual assertions that, while not materially false or misleading,

1

may be disputed or .countered; • the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; an(l/or • the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not .identified specifically as such.

We believe that it is appropriate under ruie 14a .. s for companies to address these objections in their statements of opposition.

See also:· S1.ut Microsystems, lhc. (Ju.cy 21, 2005).

The stock supporting this p.roposal will he·beld until after the annual meeting and th~ proposal will be presented at the annual meeting. Please ac.knowledg~ this proposal promptly by email

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· Kenneth Steiner

Ms. Margaret M. Madden Corporate Secretazy Pfizer T.nc. (PFE) 235 E. 42nd Street NewYorkN-Y 10017 PH: 212 713-2323'. PH: 212-7.33

I purchased stock in our compaey because 1 believed our company had greater potential. My attached Rule 14a.-8 proposal is submitted in sUpport of the long-term per.f

EXHIBIT B

(see attached)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 21, 2017 (December 18, 2017)

_________________________

PFIZER INC. (Exact name of registrant as specified in its charter)

_________________________

Delaware 1-3619 13-5315170

(State or other jurisdiction of incorporation) (Commission File Number)(I.R.S. Employer Identification

No.)

235 East 42nd Street New York, New York

(Address of principal executive offices)

10017 (Zip Code)

Registrant's telephone number, including area code: (212) 733-2323

Not Applicable (Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant underany of the following provisions (see General Instruction A.2. below):

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 18, 2017, the Board of Directors of Pfizer Inc. (the "Company") amended and restated the Company's by-laws (the "By-laws") to reduce the percentage of outstanding stock required for stockholders to call a special meeting of stockholders from 20% to 10%. ArticleI, Section 9 of the By-laws permits one or more record holders of shares of stock of the Company representing in the aggregate not less than 10%of the total number of shares of stock entitled to vote on the matter or matters to be brought before the proposed special meeting to call a specialmeeting of stockholders, subject to the requirements set forth in the By-laws.

The foregoing description of the Company’s By-laws is qualified in all respects by reference to the text of the By-laws, a copy of which isfiled as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description 3.1 Pfizer Inc. By-laws, as amended on December 18, 2017.

EXHIBIT INDEX

Exhibit No. Description

3.1 Pfizer Inc. By-laws, as amended on December 18, 2017.

c:/Intelligize/Services/Converters/PreConverter/SF/HtmlToPdf-Smaller/Execution/exh31_by-laws20171.htmc:/Intelligize/Services/Converters/PreConverter/SF/HtmlToPdf-Smaller/Execution/exh31_by-laws20171.htm

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf bythe authorized undersigned.

PFIZER INC.

By: /s/ Margaret M. Madden Margaret M. Madden

Dated: December 21, 2017

Title: Senior Vice President and Corporate Secretary Chief Governance Counsel

EXHIBIT 3.1

PFIZER INC.

By-laws

As Amended December 18, 2017

TABLE OF CONTENTS

Page

Article I Stockholders' Meeting 1

1. Place of Meeting 1

2. Annual Meeting 1

3. Quorum 1

4. Adjournments; Postponement 1

5. Voting; Proxies 2

6. Notice 2

7. Inspectors of Election 2

8. List of Stockholders Entitled to Vote 3

9. Special Meetings 3

10. Organization 4

11. Conduct of Meetings 4

12. Fixing Date for Determination of Stockholders of Record 5

13. Notice of Stockholder Proposal 5

14. Compliance with Procedures 7

Article II Directors 7

1. Number; Election; Term 7

2. Place of Meetings; Records 7

3. Vacancies 7

4. Organizational Meeting 8

5. Regular Meetings 8

6. Special Meetings 8

7. Quorum 8

i

8. Executive Committee 8

9. Additional Committees 9

10. Presence at Meeting 9

11. Action Without Meetings 9

12. Eligibility to Make Nominations 9

13. Procedure for Nominations by Stockholders 10

14. Compliance with Procedures 11

15. Submission of Questionnaire; Representation and Agreement 12

16. Proxy Access 12

Article III Officers 19

1. Election; Term of Office; Appointments 19

2. Removal and Resignation 19

3. Chair of the Board 19

4. President 19

5. Vice Presidents 19

6. Secretary 20

7. Treasurer 20

8. Controller 20

Article IV Stock 20

1. Stock 20

2. Lost Certificates 21

3. Transfers of Stock 21

4. Holder of Record 21

Article V Indemnification and Severance 21

1. Right to Indemnification 21

ii

2. Prepayment of Expenses 22

3. Claims 22

4. Nonexclusivity of Rights 22

5. Other Indemnification 22

6. Amendment or Repeal 22

7. Severance 22

Article VI Miscellaneous 23

1. Delaware Office 23

2. Other Offices 23

3. Seal 23

4. Notice 23

5. Amendments 23

6. Form of Records 23

7. Checks 23

8. Fiscal Year 24

.

iii

BY-LAWS OF PFIZER INC.

AS AMENDED DECEMBER 18, 2017

Article I

Stockholders' Meeting.

1. Place of Meeting. Meetings of the stockholders shall be held at the registered office of the Corporation in Delaware, or atsuch other place within or without the State of Delaware as may be designated by the Board of Directors or the stockholders.

2. Annual Meeting. The annual meeting of the stockholders shall be held on such date and at such time and place as the Boardof Directors may designate. The date, place and time of the annual meeting shall be stated in the notice of such meeting deliveredto or mailed to stockholders. At such annual meeting the stockholders shall elect directors, in accordance with the requirements ofthe Certificate of Incorporation, and transact such other business as may properly be brought before the meeting.

3. Quorum. The holders of stock representing a majority of the voting power of all shares of stock issued and outstanding andentitled to vote, present in person or represented by proxy, shall be requisite for and shall constitute a quorum of all meetings ofthe stockholders, except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. If a quorum shallnot be present or represented at any meeting of the stockholders, the meeting may be adjourned from time to time by the vote ofholders of stock representing a majority of the voting power of all shares present or represented at the meeting or by the chair ofthe meeting, in the manner provided in paragraph 4 of Article I of these By-laws, until a quorum shall be present or represented.

4. Adjournments; Postponement. In the absence of a quorum, holders of stock representing a majority of the voting power ofall shares present in person or represented by proxy at the meeting, or the chair of the meeting, may adjourn any meeting ofstockholders, annual or special, from time to time, to reconvene at the same or some other place, and notice need not be given ofany such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.Furthermore, after the meeting has been duly organized, the chair of the meeting may adjourn any meeting of stockholders, annualor special, from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjournedmeeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meetingthe Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is formore than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at the meeting. Any previously scheduled meeting ofstockholders may be postponed by the Board of Directors prior to the date previously scheduled for such meeting and theCorporation shall publicly announce such postponement.

1

5. Voting; Proxies. At each meeting of the stockholders of the Corporation, every stockholder having the right to vote mayauthorize another person to act for him or her by proxy. Such authorization must be in writing and executed by the stockholder orhis or her authorized officer, director, employee, or agent. To the extent permitted by law, a stockholder may authorize anotherperson or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic transmission to theperson who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent dulyauthorized by the person who will be the holder of the proxy to receive such transmission provided that the electronic transmissioneither sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized bythe stockholder. A copy, facsimile transmission or other reliable reproduction of a writing or transmission authorized by thisparagraph 5 of Article I may be substituted for or used in lieu of the original writing or electronic transmission for any and allpurposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or otherreproduction shall be a complete reproduction of the entire original writing or transmission. No proxy authorized hereby shall bevoted or acted upon more than three years from its date, unless the proxy provides for a longer period. No ballot, proxies orvotes, nor any revocations thereof or changes thereto shall be accepted after the time set for the closing of the polls pursuant toparagraph 11 of Article I of these By-laws unless the Court of Chancery upon application of a stockholder shall determineotherwise. Each proxy shall be delivered to the inspectors of election prior to or at the meeting. A duly executed proxy shall beirrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support anirrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person orby filing an instrument in writing revoking the proxy or by filing a subsequent duly executed proxy with the Secretary of theCorporation. The vote for directors shall be by ballot. Unless a greater number of affirmative votes is required by the Certificate ofIncorporation, these By-laws, the rules or regulations of any stock exchange applicable to the Corporation, or as otherwiserequired by law or pursuant to any regulation applicable to the Corporation, if a quorum exists at any meeting of stockholders,stockholders shall have approved any matter, other than the election of directors, if the votes cast by stockholders present inperson or represented by proxy at the meeting and entitled to vote on the matter in favor of such matter exceed the votes cast bysuch stockholders against such matter. A nominee for director shall be elected to the Board of Directors if the votes cast for suchnominee's election exceed the votes cast against such nominee's election; provided, however, that directors shall be elected by aplurality of the votes cast at any meeting of stockholders for which the Secretary of the Corporation determines that the number ofnominees exceeds the number of directors to be elected as of the record date for such meeting. If directors are to be elected by aplurality of the votes cast, stockholders shall not be permitted to vote against a nominee.

6. Notice. Written notice of an annual or special meeting shall be given to each stockholder entitled to vote thereat, not less thanten nor more than sixty days prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the mail,postage pre paid, directed to the stockholder at his or her address as it appears on the records of the Corporation.

7. Inspectors of Election. The Corporation shall, in advance of any meeting of

2

stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporationmay designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspectorso appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one ormore inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and signan oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Theinspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporationoutstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation present orrepresented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for areasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify theirdetermination of the number of shares of capital stock of the Corporation present or represented at the meeting and suchinspectors' count of all votes and ballots. Such certification shall specify such other information as may be required by law. Indetermining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectorsmay consider such information as is permitted by applicable law. No person who is a candidate for an office at an election mayserve as an inspector at such election.

8. List of Stockholders Entitled to Vote. At least ten days before every meeting of the stockholders a complete list of thestockholders entitled to vote at said meeting, arranged in alphabetical order, with the post office address of each, and the numberof shares held by each, shall be prepared by the Secretary. Such list shall be open to the examination of any stockholder for anypurpose germane to the meeting, during ordinary business hours at the Corporation’s headquarters or on a reasonably accessibleelectronic network, provided that the information required to gain access to such list is provided with the notice of the meeting,and shall be produced and kept at the time an

Documents

Margaret M. Madden - SEC · 2018. 1. 16. · Margaret M. Madden Pfizer Inc. –Legal Division Senior Vice President and Corporate Secretary 235 East 42nd Street, NewYork, NY 10017